Common use of Legend on Share Certificates Clause in Contracts

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Appears in 2 contracts

Samples: Stockholders Agreement (Serena Software Inc), Stockholders Agreement (Troxel Douglas D)

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Legend on Share Certificates. (a) The certificates Each certificate representing the Restricted any Investor Shares or Other Shares shall include an endorsement typed conspicuously thereon of be endorsed by the following legendCompany with a legend reading substantially as follows: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES THEY MAY NOT BE RESOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT BE CONDUCTED REQUIRED OR UNLESS IN COMPLIANCE WITH SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED STOCK PURCHASE AGREEMENT, VOTING AGREEMENT, AND INVESTORS’ RIGHTS AGREEMENT, AS OF , 2006 (AS EACH MAY BE AMENDED FROM TIME TO TIME) TIME (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY WITHOUT COST UPON WRITTEN REQUEST), AND MAY NOT BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE VOTEDDEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID STOCK PURCHASE AGREEMENT, SOLDVOTING AGREEMENT, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AND INVESTORS’ RIGHTS AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Appears in 2 contracts

Samples: Voting Agreement (Valeritas Inc), Voting Agreement (Capital Royalty L.P.)

Legend on Share Certificates. (a) The All certificates representing Shares and Warrants now or hereafter held by a Stockholder will be endorsed with a legend reading as follows until such time as the Restricted Shares shall include an endorsement typed conspicuously thereon or Warrants represented by such certificates no longer are subject to the provisions of the following legendthis Agreement: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE RESOLD SOLD, TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGISTRATION. "THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A AN AGREEMENT AMONG STOCKHOLDERS AGREEMENT DATED AS OF JUNE 1, 2006 (AS 1999 TO WHICH THE COMPANY IS A PARTY. A COPY OF SUCH AGREEMENT MAY BE AMENDED FROM TIME OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED THE CORPORATE SECRETARY OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTTHE COMPANY.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request " Upon execution of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, any certificates for Shares presently held by the Company shallStockholders shall be surrendered to the Company, upon and such certificates shall be endorsed with such legend and returned to the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3appropriate Stockholder.

Appears in 2 contracts

Samples: Agreement (Hilite Industries Inc), Agreement (Hilite Holdings LLC)

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF MARCH 7, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Appears in 1 contract

Samples: Management Stockholders Agreement (Silver Lake Partners Ii L P)

Legend on Share Certificates. All shares of Parent Common Stock issued pursuant to this Section 1.13 shall bear a legend (aand Parent will make a notation on its transfer books to such effect) The certificates representing prominently printed thereon or the Restricted Shares shall include an endorsement typed conspicuously thereon substance of which will otherwise be reflected on the books and records of the following legendtransfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD SOLD OR TRANSFERRED UNLESS REGISTERED OTHERWISE DISPOSED OF, IN WHOLE OR EXEMPT FROM IN PART, OTHER THAN PURSUANT TO REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSOR IN CONFORMITY WITH THE LIMITATIONS OF RULE 144 OR OTHER EXEMPTION AS THEN IN EFFECT, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES WITHOUT FIRST OBTAINING, IF REASONABLY REQUIRED BY THE COMPANY, (I) A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH VIOLATION OF SAID ACT, OR (II) A ‘NO-ACTION’ OR INTERPRETATIVE LETTER FROM THE STAFF OF THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT AND EXCHANGE COMMISSION TO THE TERMS EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED THE CONTEMPLATED SALE OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOTHER DISPOSITION.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Altimmune, Inc.)

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS MANAGEMENT MEMBERS’ AGREEMENT (THE “AGREEMENT”) DATED AS OF NOVEMBER 1, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) 2005 AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Shares shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereofthereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Share Equivalents Shares without the first paragraph two sentences of the legend required by this Section 6.35.2. In the event that any Securities Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereofthereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Share Equivalents Shares without the second paragraph third sentence of the legend required by this Section 6.35.2.

Appears in 1 contract

Samples: Management Members’ Agreement (Geovera Insurance Holdings, Ltd.)

Legend on Share Certificates. (a) The certificates representing Certificates issued for common shares, including without limitation common shares issued upon the Restricted Shares shall include an endorsement typed conspicuously thereon conversion of Convertible Securities, after the date of this Agreement but prior to the close of business on the earlier of the Separation Time and the Expiration Time shall evidence one Right for each common share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: UNTIL THE SECURITIES REPRESENTED BY SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ALSO EVIDENCES AND ENTITLES THE SECURITIES ACT OF 1933HOLDER TO CERTAIN RIGHTS AS SET OUT IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF THE DECEMBER 13, 2006 (2010, AS MAY BE AMENDED FROM TIME TO TIMETIME ("THE RIGHTS AGREEMENT"), BETWEEN CORNERSTONE CAPITAL RESOURCES INC. (THE "CORPORATION") AND COMPUTERSHARE TRUST COMPANY OF CANADA, AS RIGHTS AGENT, THE TERMS OF WHICH ARE INCORPORATED BY REFERENCE ANDA COPY OF WHICH IS ON FILE AND MAY NOT BE VOTEDINSPECTED DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, SOLDAS SET OUT IN THE RIGHT'S AGREEMENT SUCH RIGHTS MAY BE AMENDED, TRANSFERRED REDEEMED, MAY EXPIRE, MAY BECOME NULL AND VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON" AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT,, OR OTHERWISE DISPOSED A TRANSFEREE THEREOF) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF EXCEPT IN ACCORDANCE WITH SUCH A COPY OF THE RIGHTS AGREEMENT.” In ' TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS IS REASONABLY PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing common shares that are issued and outstanding as at the event that any Securities date of this Rights Plan shall cease to be Restricted Shares, evidence one Right for each common share evidenced thereby notwithstanding the Company shall, upon the written request absence of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without foregoing legend until the first paragraph earlier of the legend required by this Section 6.3. In Separation Time and the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3Expiration Time.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF MAY 31, 2006 2007 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.35.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.35.3.

Appears in 1 contract

Samples: Stockholders Agreement (IPC Systems Holdings Corp.)

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS SHAREHOLDERS’ AGREEMENT (THE “AGREEMENT”) DATED AS OF JUNE , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) 2007 AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Shares shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereofthereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Share Equivalents Shares without the first paragraph two sentences of the legend required by this Section 6.3. In the event that any Securities Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereofthereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Share Equivalents Shares without the second paragraph third sentence of the legend required by this Section 6.38.3.

Appears in 1 contract

Samples: Shareholders’ Agreement (Geovera Insurance Holdings, Ltd.)

Legend on Share Certificates. (a) The All certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of now or hereafter held by a Preferred Stockholder will be endorsed with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE RESOLD SOLD, TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGISTRATION. THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A PREFERRED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER __, 2006 (AS 2001. A COPY OF SUCH AGREEMENT IS ON FILE AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AND MAY BE AMENDED FROM TIME OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED THE CORPORATE SECRETARY OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTTHE COMPANY.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3."

Appears in 1 contract

Samples: Preferred Stockholders Agreement (Internet Pictures Corp)

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Legend on Share Certificates. (a) The certificates Each certificate representing any Company Securities issued after the Restricted Shares date hereof shall include an endorsement typed conspicuously thereon of be endorsed by the following legendCompany with a legend reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF AN AMENDED AND RESTATED SHAREHOLDERS’ AGREEEMT, 2006 (AS MAY BE FURTHER AMENDED FROM TIME TO TIME) , A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY, AND MAY NOT BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE VOTEDDEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, SOLDINCLUDING CERTAIN RESTRICTIONS ON, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTAND OTHER PROVISIONS RELATING TO, TRANSFER AND OWNERSHIP SET FORTH THEREIN.” In The Company, by its execution of this Agreement, agrees that it will cause the event that any Securities shall cease to be Restricted Shares, certificates evidencing the Company shall, upon Securities issued after the written request of the holder thereof, issue date hereof to such holder a new certificate representing such Share Equivalents without the first paragraph of bear the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in 7.13 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Company Securities upon written request from such holder to the Company shall, upon at its principal office. The parties to this Agreement do hereby agree that the request of failure to cause the holder thereof, issue certificates evidencing the Company Securities to such holder a new certificate representing such Share Equivalents without the second paragraph of bear the legend required by this Section 6.37.13 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

Appears in 1 contract

Samples: Shareholders’ Agreement (Stonegate Mortgage Corp)

Legend on Share Certificates. All share certificates issued by the Company (aincluding existing certificates) The certificates representing the Restricted Shares shall include an endorsement have typed conspicuously or otherwise written thereon of the following legendlegends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE RESOLD SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR EXEMPT FROM REGISTRATION QUALIFIED UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH OR THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH AGREEMENTSALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTS.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Appears in 1 contract

Samples: Shareholders Agreement (Mercer Island Investors Group, Inc.)

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 29, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Appears in 1 contract

Samples: Management Stockholders Agreement (IPC Systems Holdings Corp.)

Legend on Share Certificates. (a) The certificates representing the Restricted Shares Share Equivalents shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OFFERED, RESOLD, ASSIGNED, TRANSFERRED PLEDGED OR TRANSFERRED HYPOTHECATED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS STOCKHOLDERS’ AGREEMENT DATED AS OF APRIL 30, 2006 2012 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Sharesbecome freely tradable under the securities Laws, the Company Parent shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.35.3. In the event that any Securities Share Equivalents shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company Parent shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.35.3.

Appears in 1 contract

Samples: Stockholders’ Agreement (TransUnion Holding Company, Inc.)

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF MARCH 10, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Appears in 1 contract

Samples: Stockholders Agreement (Silver Lake Partners Ii L P)

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